Volato Group, Inc. entered into an Executive Services Agreement with Chief Executive Officer Christopher M. Ensey on September 16, 2026. The agreement, effective as of September 11, 2026, outlines Mr. Ensey's role as an independent contractor reporting directly to the Board of Directors. He will perform services principally from Puerto Rico.
Under the terms of the agreement, Mr. Ensey is to receive an annual services fee of $400,000, payable in equal monthly installments. As part of his compensation package, he is eligible to receive a restricted stock award covering 5% of the Company's fully diluted capitalization. This grant is contingent upon stockholder approval of a new equity incentive plan and Mr. Ensey's execution of a restricted stock award agreement.
The Restricted Shares will vest in five tranches, with each tranche representing 1% of the fully diluted capitalization. Vesting is tied to specific market capitalization milestones and contracted capacity levels. The milestones are as follows:
- Tranche 1: Market cap of $2.5 billion (~63 MW contracted capacity)
- Tranche 2: Market cap of $4.2 billion (~105 MW contracted capacity)
- Tranche 3: Market cap of $7.0 billion (~175 MW contracted capacity)
- Tranche 4: Market cap of $11.0 billion (~275 MW contracted capacity)
- Tranche 5: Market cap of $17.0 billion (~400 MW contracted capacity)
Unvested Restricted Shares will be forfeited upon termination of services, except in cases of termination without Cause or termination for Good Reason, where they may vest proportionately. The agreement also stipulates a termination payment of twenty-four months of the annual services fee in the event of such terminations. Additionally, Mr. Ensey is entitled to directors' and officers' liability insurance, standard indemnification, and Board nomination rights without additional compensation.
